Affiliate Terms and Conditions

COGNISM AFFILIATE PROGRAM TERMS (“TERMS”)

These Terms govern the relationship between Cognism Limited of Woodberry Grove, North Finchley, London, United Kingdom, N12 0DR (“Cognism”) and each participant who registers on Cognism’s website (“Website”) for the affiliate program (“you”).

NOTICE : Please read these Terms carefully. You may NOT participate in the affiliate program unless you agree to these Terms and the Cognism website Terms of Use.

By signing up to and participating in the affiliate program, you are agreeing to comply with and be legally bound by these Terms and the Cognism website Terms of Use.

AFFILIATE PORTAL & TRACKING

After signing up for the affiliate program and being approved by Cognism as an affiliate (in its sole discretion), you will receive a unique affiliate URL which you will use to advertise the Website.

When someone clicks through this URL, a cookie will be set in their browser with your affiliate ID and their IP address may also be logged with your affiliate ID.

During that visit to the Website or any later visit, when any purchase is made of applicable Cognism products and services by that entity through your unique affiliate URL, it shall be recorded based on the existence of the cookie (a “Qualifying Transaction”).

Cognism allows masking or cloaking but you must provide a repeatable process for Cognism’s verification of the cloaked link, otherwise the use of the masked or cloaked link is disallowed. You are responsible for maintaining the secrecy and security of your affiliate ID number, and password. Cognism shall have no liability in the event that any such information is shared by you with any other person or entity whatsoever.

COMMISSIONS

Commissions on Cognism’s products and services are paid on the specific products and services as set out from time to time on the Website, and at the rates as indicated from time to time on the Website.

Cognism may, in its discretion, vary the commission levels and/or products and services upon which commission is payable at any time by updating such information on its Website. Cognism shall pay a commission to you based on each Qualifying Transaction (minus any processing or handling fees incurred by Cognism) which results in an actual payment received by Cognism.

The commission amount should be 15% of revenue that has been paid in full from the referred party to Cognism Limited. Subject to clause 2.2, Cognism’s affiliate tracking software shall be the definitive basis for recording any Qualifying Transactions and calculating commission due by Cognism to you. For the avoidance of any doubt, Cognism is free to determine at its sole discretion the prices at which it sells the its products and services to any customer.

PAYMENTS

Commissions on Qualifying Transactions are calculated on a calendar month basis (“Commission Period”), and shall be paid to you within 45 days of the last day of the relevant Commission Period, subject always to the receipt of applicable payments relating to such Qualifying Transactions by Cognism.

There is a minimum commission amount of £100.00. This is the minimum amount that you must earn before you will be paid commissions.

In any Commission Period, your commission must exceed this amount before you will receive any sums for that period. Commissions below this minimum amount will be held until such time as the commission equals or exceeds this amount. If there is a charge-back or refund to a customer in relation to a Qualifying Transaction, no commission payment is due to you. If a commission has already been paid, then it will be deducted from your future commissions.

All commissions are paid in Pounds Sterling by PayPal or by bank transfer to the account as notified by you to Cognism on the partner portal. Any commissions due to you under these Terms are calculated and made inclusive of taxes, duties, levies, tariffs, and other governmental charges including, without limitation, VAT (collectively, "Taxes"). You shall be responsible for payment of all Taxes resulting from any payments made hereunder, other than any taxes based on Cognism’s net income. You shall be responsible for any fees payable to Paypal or your bank in respect of receiving such commissions.

Cognism reserves the right to without notice, set-off against any commissions payable to you hereunder any amount due to Cognism by you, including, without limitation, the amount of any previous commissions paid to you in error and the amount of any charge-backs.

YOUR OBLIGATIONS

As an affiliate of Cognism, your website on which you advertise any Cognism products or services may only include products that do not target persons 18 years of age or younger unless Cognism specifically allows such products in writing.

Your website may not contain any content or images that are not suitable for being viewed by persons 16 years of age or younger if you include any reference whatsoever to Cognism or your affiliate link. On any website on which you include any reference whatsoever to Cognism, its products, and services you may not include any reference whatsoever to content that is (as determined by Cognism): (i) "Adult" in nature, (ii) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (iii) facilitates illegal activity; (iv) otherwise illegal or causes damage or injury to any person or property, or (v) liable to bring Cognism into disrepute, You shall not send unsolicited bulk emails which promote, or make reference to Cognism, or any of their associated companies or websites, partners, or employees, or Cognism’s products and/or services.

You shall not cheat, or try to cheat, the system in an effort to increase any commissions or payments to you. You shall refrain from any type of predatory advertising practices, the definition of which shall be at the sole discretion of Cognism, and shall include, but not be limited to, dynamically replacing the affiliate ID of one affiliate with that of another with the effect of "stealing" the commission away from the affiliate that earned it, whether this be intentional or not. You may not adjust any of the supplied affiliate links to reset cookies or bypass other safeguards in the system. If Cognism, in its discretion, decides that you are in breach of any of your obligations under these Terms or the Terms of Use,

Cognism may immediately terminate your affiliate status, deactivate your account and shall not be obliged to pay you any commissions that may be due. This clause is without prejudice to any other rights Cognism may have under these Terms, the Terms of Use or by law. Cognism reserves the right to reject any affiliate application in its absolute discretion. You have no authority to: (i) negotiate any contract for or on behalf of Cognism or bind Cognism to any contract, representation, or understanding concerning Cognism and/or its products and/or services, or (ii) make any representations or warranties concerning Cognism products and services unless permitted by Cognism in writing or through the partner portal of its Website.

TERM & TERMINATION

You may terminate our relationship under these Terms at any time, and for any reason, by writing to - or emailing - Cognism at [email protected]

Cognism may also terminate our relationship under these Terms at any time, and for any reason, by writing to you at the email address listed in your partner portal. This clause is without prejudice to any clauses within these Terms that are intended to survive termination.

Upon termination, you must remove all affiliate links and graphics from your website and any other portal, and refrain from all further use.

RIGHTS TO MODIFY THE PROGRAM

Cognism, may, in good faith, modify these Terms, the products and services included in the affiliate program and the applicable commission levels, at any time and at its sole discretion, by posting notification of such on its Website in the partner portal. These changes will come into force immediately upon posting. Your continued participation in the affiliate program following such notification shall constitute your acceptance of such changes. If you do not accept such change, your only recourse is to terminate these Terms.

ELECTRONIC COMMUNICATIONS & EMAIL

Cognism requires your primary email address be listed in your affiliate profile. Participation in the affiliate program and payment of any commissions is conditional upon you verifying your email address and maintaining a valid email address. You may not use an email address with an auto responder.

Cognism will communicate with you by email or by posting notices in the affiliate portal area of the Website. You may not opt out of any emails that you receive from Cognism. In the event of breach of this clause 7, Cognism reserves the right to terminate your participation immediately, and any commissions due shall be forfeited.

LIABILITY

Except as expressly and specifically provided in these Terms, all warranties, conditions, representations and other terms of any kind, whether express or implied, are to the fullest extent permitted by law, excluded. In particular, Cognism make no express or implied warranties or representations with respect to the operation of Cognism’s systems, affiliate tracking software or Website, or other products or services provided in connection therewith, being uninterrupted, error-free, or fit for purpose, and Cognism will not be liable for the consequences of any interruptions in the Cognism’s systems, the affiliate tracking software or Website. Nothing in these Terms excludes the liability of either party for any other liability which cannot be excluded under applicable law, including fraud, or death or personal injury caused by either party's gross negligence. Neither party shall be liable for: loss of profits; loss of business or revenue; consequential damages; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of use; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. Cognism’s total aggregate liability for any claim brought on any legal or equitable basis in connection with the performance of these Terms shall be limited to the amount of commission paid by Cognism to you within the 12 months prior to such claim.

MISCELLANEOUS PROVISIONS

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, written or oral with respect thereto. The parties are not partners with each other nor parties to any joint venture and the terms of these Terms shall not be construed so as to make them partners or impose any liability as such on either of them. Cognism shall be entitled to assign, license or deal in any other manner with any or all of its rights and obligations under these Terms. You shall not be entitled to assign, license or deal in any other manner with any or all of your respective rights and obligations under these Terms.

No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its terms. Any failure to exercise or delay in exercising any rights or remedies under these Terms shall not operate as a waiver of the rights or remedies or prevent any further exercise of them. The invalidity, illegality or unenforceability of a provision of these Terms does not affect or impair the continuation in force of the remainder of such provision or these Terms. These Terms and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Terms (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law, and each party irrevocably submits to the jurisdiction of the courts of England.